Exhibit 10.1


 


CHASE CORPORATION


 


EMPLOYEES’ SUPPLEMENTAL PENSION PLAN


 


Effective January 1, 2008


 

















 


ARTICLE I

NAME, PURPOSE AND EFFECTIVE DATE


 


1.01         Background.


 


Chase
Corporation established the Chase Corporation Employees’ Supplemental Pension
and Savings Plan (the “Prior Plan”) effective as of January 1, 1994, which
was amended effective January 1, 2005, solely for the purpose of providing
supplemental pension and savings plan benefits which are not provided under the
Pension Plan for Employees of Chase Corporation and the Chase Corporation
Deferred Salary Savings Plan.  In order
to provide greater flexibility and in light of the enactment of Section 409A
of the Internal Revenue Code of 1986, as amended as part of the American Jobs
Creation Act of 2004, and the issuance of various guidance thereunder, the
Board of Directors of Chase Corporation hereby amends and restates the Prior
Plan to create two plans, the Chase Corporation Employees’ Supplemental Pension
Plan and the Chase Corporation Employees’ Supplemental Savings Plan.  Effective as of January 1, 2008, the
portion of the Prior Plan that consists of the Supplemental Savings Plan
Benefit shall be transferred to and governed by the terms f the Chase
Corporation Employees’ Supplemental Savings Plan and the portion of the Prior
Plan that consists of the Supplemental Pension Plan Benefit shall be
transferred to and governed by this plan, which shall be known as the Chase
Corporation Employees’ Supplemental Pension Plan.


 


1.02         Effective Date.


 


This Supplemental Pension Plan shall be effective as
of January 1, 2008.


 


1.03         Plan Unfunded and Limited to Select Group of
Management or Highly Compensated Employees.


 


The
Supplemental Pension Plan is unfunded and is maintained primarily for the
purpose of providing deferred compensation to a select group of management or
highly compensated employees within the meaning of Sections 201, 301 and 401 of
the Employee Retirement Income Security Act of 1974, as amended, and shall be
interpreted and administered accordingly.


 


ARTICLE II

DEFINITIONS


 


When
used herein, the following terms defined hereinafter shall have the following
meanings unless a different meaning is clearly required by the context of the
Plan:


 


2.01         “Board” means the Board of
Directors of the Employer.


 


2.02         “Change in Control” means a “change
in ownership” of the Employer, a “change in effective control” of the Employer
or a “change in the ownership of a substantial portion of the assets” of the
Employer, within the meaning of Section 409A of the Code.


 


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2.03         “Code” means the Internal
Revenue Code of 1986, as amended from time to time.  Reference to a specific provision of the Code
shall include such provision, any valid regulation or ruling promulgated thereunder,
and any provision of future law that amends, supplements, or supersedes such
provision.


 


2.04         “Compensation” means the
annual compensation paid to a Participant by the Employer for the calendar year
(after any requisite tax withholding and payroll deductions), including base
pay, other regular earnings, performance-based cash bonuses or incentive bonus
payments, any amounts deferred under a salary reduction agreement pursuant to
the Chase Corporation Deferred Salary Savings Plan or under a “cafeteria plan”
(within the meaning of Section 125 of the Code) maintained by the Employer
, but exclusive of severance pay or salary continuation payments, expense
reimbursements, special executive bonus payments paid by the Employer, awards,
any moving expenses paid by the Employer, car allowance, taxable fringe
benefits, group-term life insurance in excess of $50,000, exercised stock
options and short and long-term disability paid by a third party.


 


2.05         “Employer” means Chase
Corporation and any subsidiary and/or affiliated corporation which has adopted
this Plan.


 


2.06         “Participant” means an
employee of the Employer who has been designated a Participant in this Plan in
the manner set forth in Article III.


 


2.07         “Plan Administrator” means
Chase Corporation, or its duly authorized representative.


 


2.08         “Pension Plan” means the
Pension Plan for Employees of Chase Corporation, as amended thereafter from
time to time.


 


2.09         “Plan” or “Supplemental
Pension Plan” means Chase Corporation Employees’ Supplemental Pension Plan.


 


2.10         “Supplemental Pension Plan
Benefit” means the benefit payable under Article IV of the Plan.


 


ARTICLE III

ELIGIBILITY


 


An
employee shall be eligible to participate in the Plan if he has satisfied the
eligibility requirements for participation under the Pension Plan and the
Board, acting upon the recommendation of the Compensation and Management
Development Committee, authorizes his participation in the Plan.


 


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ARTICLE IV

SUPPLEMENTAL PENSION PLAN BENEFITS


 


4.01         Amount of Supplemental
Pension Plan Benefits.


 


A
Participant shall be entitled to a benefit under the provisions of this Article if
his benefit determined under the provisions of the Pension Plan is less than
such benefit would have been if (a) the definition of compensation under
the Pension Plan included compensation in excess of Section 401(a)(17) of
the Code, and/or (b) performance-based cash bonus payments or incentive
bonus payments were included in the definition of “compensation” under the
Pension Plan, and/or (c) the limits under Section 415 of the Code did
not apply.


 


If
a Participant’s benefit from the Pension Plan is reduced as a result of any or
all of the conditions described in the preceding paragraph, the benefit to
which the Participant shall be entitled under the Plan shall be determined as
follows:


 


(i)            The benefit actually payable
to the Participant on or after his normal retirement age under the terms of the
Pension Plan shall be calculated.


 


(ii)           The benefit which would have
been payable under the terms of the Pension Plan if the definition of
compensation under the Pension Plan included compensation in excess of Section 401(a)(17)
of the Code, and/or the definition of compensation under the Pension Plan
included performance-based cash bonus payments or incentive bonus payments
and/or the limits under Section 415 of the Code did not apply shall be
calculated.


 


(iii)          The result of step (i) shall
be subtracted from the result of step (ii), and the difference, if any,
shall be the benefit payable to the Participant.


 


4.02         Vesting.


 


A Participant shall be fully vested in his
Supplemental Pension Plan Benefit, if any, upon completion of five (5) or
more Years of Service with the Employer. 
For this purpose, a Participant shall be credited with Years of Service
in accordance with the vesting provisions of the Pension Plan.


 


4.03         Distribution of Supplemental
Pension Plan Benefit.


 


A
Participant shall be entitled to a distribution of his or her Supplemental
Pension Plan Benefit upon the Participant’s separation from service with the
Employer (within the meaning of Section 409A of the Code), including his
retirement or death.  Subject to the
provisions of Section 4.04, distribution of such Supplemental Pension Plan
Benefit shall be made in equal monthly installments over a period of 120
months, with the first installment to be made as soon as administratively
practicable after the Participant’s separation from service but no later than
the end of the calendar year in which the Participant separated from service
with the Employer, including retirement; provided, however, any Participant who
was participating in the Supplemental Pension Plan under the Prior Plan on December 31,
2007 and so elected at the time and in the manner specified by the Plan
Administrator may receive his Supplemental Pension Plan Benefit in a lump sum.


 


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4.04         Section 409A Delayed
Distribution for Specified Employees.


 


If
a Participant is a “specified employee” of the Employer, within the meaning of Section 409A(a)(2)(B)(i) of
the Code at the time the Participant separates from service with the Employer,
no installment shall be made to the Participant earlier than (i) the first
business day that is six (6) months and one day following the date of the
Participant’s “separation from service” (as such term is defined by Code Section 409A
and the regulations promulgated thereunder), or (ii) the date of the
Participant’s death, but only to the extent such delayed commencement is
otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2).  The installments to which the Participant would
otherwise be entitled during the first six (6) months following his
separation from service shall be accumulated and paid, in a lump sum, on the
date that is six (6) months and one day following the Participant’s
separation from service (or if such date does not fall on a business day of the
Employer, the next following business day) and any remaining payments or benefits will be paid in
accordance with the normal payment dates specified for them herein.  For purposes of identifying
a “specified employee”, the definition of compensation under Treas. Reg. Section 1.415(c)(-2(d)(2),
the specified employee identification date shall be December 31, and the
specified employee effective date shall be the first day of the fourth month
following the identification date.


 


4.05         Death Benefit.


 


If
a Participant’s service providing relationship with the Employer terminates by
reason of his death or if he dies after he is no longer in a service providing
relationship with the Employer but prior to the distribution to him of all
amounts payable to him under the Plan, the amounts that would otherwise be
distributable to him, if living, shall be distributed to his designated
beneficiary or beneficiaries and any reference to a Participant in Section 4.01,
above, shall be deemed to include a reference to his designated beneficiary or
beneficiaries.  All beneficiary
designations shall be made in such form and manner as from time to time may be
prescribed by the Plan Administrator.  A
Participant from time to time may revoke or change any beneficiary designation
on file with the Plan Administrator.  If
there is no effective beneficiary designation on file with the Plan
Administrator at the time of Participant’s death, distribution of amounts
otherwise payable to the deceased Participant under this Plan shall be made to
his estate.  If a beneficiary designated
by a Participant to receive his benefit shall survive the Participant but die
before receiving all distributions hereunder, the balance thereof shall be paid
to such deceased beneficiary’s estate, unless the deceased Participant’s
beneficiary designation provides otherwise.


 


ARTICLE V

ADMINISTRATION


 


5.01         Duties of the Plan
Administrator.


 


The
Plan shall be administered by the Plan Administrator in accordance with its
terms and purposes.  The Plan
Administrator shall determine the amount and manner of payment of the benefits
due to or on behalf of each Participant from the Plan and shall cause them to
be paid by the Employer accordingly.


 


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5.02         Finality of Decisions.


 


The
Plan Administrator is expressly granted, without intending any limitation, the
discretion to construe the terms of the Plan and to determine eligibility for
benefits hereunder.  The decisions made
by and the actions taken by the Plan Administrator in the administration of the
Plan shall be final and conclusive on all persons, and neither the Plan
Administrator nor the Employer shall be subject to individual liability with
respect to the Plan.


 


5.03         Claims Procedure.


 


(a)           Application for Benefits.  The Plan Administrator shall furnish to each
Participant information about the benefits to which he or she is entitled under
the Plan.  The Plan Administrator may
require any person claiming benefits under the Plan to submit a written
application, together with such documents, evidence, and information as it
considers necessary to process the claim.


 


Any
request for benefits by a Participant or Beneficiary will be filed in writing
with the Plan Administrator.  Within a
reasonable period after receipt of a claim, the Plan Administrator will provide
written notice to any claimant whose claim has been wholly or partly denied,
including:  (a) the reasons for the
denial, (b) the Plan provisions on which the denial is based, (c) any
additional material or information necessary to perfect the claim and the
reasons it is necessary, and (d) the Plan’s claims review procedure.


 


(b)           Action on Application.  Within ninety (90) days after receipt of
an application and all necessary documents and information, the Plan
Administrator shall furnish the claimant with a written notice of its decision.  If the Administrator denies the claim in
whole or in part, the notice will set forth (1) specific reasons for the
denial, with specific reference to Plan provisions upon which the denial is
based; (2) a description of any additional information or material
necessary to process the application with an explanation why such material or
information is necessary; and (3) an explanation of the Plan’s claim
review procedure.  If special
circumstances require an extension of time for processing the claim, the Plan
Administrator shall furnish the claimant written notice of the extension before
the end of the initial ninety (90)-day period. 
In no event shall the extension exceed a period of ninety (90) days
from the end of the initial period.  The
notice shall explain the circumstances requiring an extension of time and the
date by which the Plan Administrator expects to render a decision.


 


(c)           Claim Review.  The claimant who does not agree with the
decision rendered on his application may request that the Plan Administrator
review the decision.  The request must be
made within sixty (60) days after the claimant receives the decision, or
if the application has neither been approved nor denied within the ninety
(90)-day period specified in subsection (b), then the request must be made
within sixty (60) days after expiration of the ninety (90)-day
period.   Each request for review must be
in writing and addressed to the Plan Administrator. Concurrently with filing
the request for review, or within the sixty (60) days request period, the
claimant may submit in writing to the Plan Administrator a statement of the
issues raised by his appeal and supporting arguments and comments.  During the pendency of his appeal, the
claimant may inspect all documents which are reasonably pertinent to his case,
upon reasonable notice to the Plan Administrator.  However, under no circumstance shall the Plan
Administrator be required to disclose to any claimant information concerning
any person other than the Participant whose benefit is being claimed, to the
extent such information is normally treated as 


 


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confidential.
The Plan Administrator will render its decision on review promptly and in
writing and will include specific reasons for the decision and references to
the plan provision on which the decision is based, within sixty (60) days
following receipt of the claimant’s request for review.  If special circumstances require an extension
of time, the Plan Administrator shall render a decision as soon as possible,
but not later than one hundred and twenty (120) days after receipt of the
request for review.  If an extension is
required, the Plan Administrator shall furnish to the claimant written notice
of the extension, including an explanation of the circumstances requiring the
extension, before the extension period begins.


 


ARTICLE VI

MISCELLANEOUS


 


6.01         Non-Guarantee Of Employment.


 


Nothing
contained in this Plan shall be construed as a contract of employment between
the Employer and any Participant, or as a right of any such Participant to be
continued in the employment of the Employer, or as a limitation on the right of
the Employer to deal with any Participant, as to their hiring, discharge,
layoff, compensation, and all other conditions of employment in all respects as
though this Plan did not exist.


 


6.02         Amendments/Termination.


 


The
Employer reserves the right to make from time to time amendments to or
terminate this Plan by vote duly adopted by the Board of Directors, provided
that no such amendment or termination shall reduce any benefits earned under
the terms of this Plan prior to the date of termination or amendment.  No amendment shall reduce the amount credited
to the Participants’ Accounts.  The
Employer may elect to
terminate the Plan within thirty (30) days preceding or the twelve
(12) months following a Change in Control, subject to the provisions of Section 409A
of the Code.  For the purpose of the
immediately preceding sentence, the Plan shall be treated as terminated only if
substantially similar arrangements sponsored by the Company are terminated, so
that all Participants in the Plan and all participants under substantially
similar arrangements are required to receive all amounts deferred under the
terminated arrangements within twelve (12) months of the date of
termination of the arrangements.


 


6.03         Rights Unsecured.


 


No
person shall have any right, other than the right of an unsecured general
creditor, against the Employer with respect to the benefits payable hereunder,
or which may be payable hereunder, to any Participant, surviving spouse or
beneficiary hereunder.  The Plan shall be
operated at all times as
an unfunded plan as required under ERISA. 
Any funds set aside by the Employer for the purpose of meeting its obligations
under the Plan, including any amounts held by a trustee, shall continue for all
purposes to be part of the general assets of the Employer and shall be
available to its general creditors in the event of the Company’s bankruptcy or
insolvency.  The Employer’s obligation
under this Plan shall be that of an unfounded and unsecured promise to pay
money in the future.


 


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6.04         Nonassignability.


 


The
benefits payable under this Plan shall not be subject to alienation,
assignment, garnishment, execution or levy of any kind and any attempt to cause
any benefits to he so subjected shall not be recognized, except to the extent
required by applicable law.


 


6.05         Entire Agreement; Successors.


 


This
Plan, including any subsequently adopted amendments, shall constitute the
entire agreement or contract between the Employer and any Participant regarding
the Plan.  There are no covenants,
promises, agreements, conditions or understandings, either oral or written,
between the Employer and any Participant relating to the subject matter hereof,
other than those set forth in this Plan. 
This Plan and any amendment shall be binding on the parties hereto and
their respective heirs, administrators, trustees, successors and assigns, and
on all designated beneficiaries of the Participant.


 


6.06         Successor Company.


 


In
the event of the dissolution, merger, consolidation or reorganization of the
Employer, provision may be made by which a successor to all or a major portion
of the Employer’s property or business shall continue this Plan, and the
successor shall have all of the powers, duties and responsibilities of the
Employer under this Plan.


 


6.07         Governing Law.


 


To
the extent not governed by federal law, this Plan shall be construed and
enforced in accordance with, and governed by, the laws of the Commonwealth of
Massachusetts.


 


IN
WITNESS WHEREOF, Chase Corporation has caused this instrument to be executed in
its name and on its behalf this 8th day of July, 2008.


 


 


	
  

  	
  CHASE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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